ITEM 5: FEES AND COMPENSATION
A. Types of Fees
Private Investment Funds
Under each Private Fund Agreement, Adviser receives an annual management fee equal to a percentage
of the account balance of each Private Fund investor. Adviser, in its discretion, may waive or reduce the
management fee as to all or any of the investors in the Private Fund or agree with an investor to waive or
alter the management fee as to that investor.
Under each Private Fund Agreement or the Private Fund’s governing agreement, as applicable, Adviser
also receives annual performance-based compensation in arrears equal to a percentage of the net capital
appreciation (i.e., capital appreciation less capital depreciation) of each investor’s account in the Private
Fund. The performance-based compensation is payable only if, and to the extent that, the net capital
appreciation of the investor’s account exceeds any net capital depreciation accumulated in prior years (as
adjusted for withdrawals of capital). Adviser, in its discretion, may waive or reduce the performance-
based compensation as to all or any of the investors in the Private Fund or agree with an investor to waive
or alter the performance-based compensation as to that investor.
Registered Investment Funds/UCITS
Under each Sub-Advised Fund Agreement, Adviser receives an annual management fee equal to a
percentage of up to 1% of the average daily net assets of each Sub-Advised Fund allocated to Adviser.
The Sub-Advised Funds are not responsible for Adviser’s management fee.
B. Payment Method
Private Investments Funds
The management fee is paid to Adviser by each Private Fund quarterly in advance by deduction from
each investor’s account in the Private Fund on the first business day of the calendar quarter. The
performance-based compensation is also paid by deduction from each investor’s account in the Private
Fund on December 31 (or the closest business day prior to December 31) for the 12-month performance
period ending on the prior calendar year for each year in which performance-based compensation is
earned. If an investor withdraws all or a portion of its account in a Private Fund on a date other than
December 31, payment of performance-based compensation, if applicable, will be made on the amount
withdrawn for the period since the prior January 1 to the date of withdrawal.
Registered Investment Funds/UCITS
Adviser is paid the management fee from each Sub-Advised Fund’s investment manager out of the
advisory fees that the investment manager receives from the Sub-Advised Fund. The management fees
are computed daily and paid either monthly or quarterly in arrears in accordance with the applicable Sub-
Advised Fund Agreement.
C. Costs and Expenses
Private Investment Funds
Each Private Fund bears all expenses of its organization and operation, expenses incurred in the purchase
and sale of investments, and accounting fees, as determined by Adviser. Such expenses include but are
not limited to: (i) investment-related expenses, including brokerage and execution charges, commissions,
custodial charges, and fees for quotation and other data services; (ii) fees related to accounting, trading,
portfolio management and risk management systems; (iii) research subscriptions and expenses; (iv) legal
and consulting fees related to investment research; (v) broken trade and broken deal fees; (vi) costs
incurred in connection with evaluating and monitoring investments; (vii) expenses to register securities
and transfer taxes; (viii) costs and expenses incurred for the purpose of protecting and enhancing the
value of the Private Fund’s investments (including the costs of instituting and defending litigation); (ix)
taxes, filing and registration fees of each Private Fund; (x) costs, fees and expenses relating to investor
communications, relations, bookkeeping, accounting and the preparation and mailing of financial, tax and
performance information to investors; (xi) fees, costs and expenses incurred in connection with
borrowings; (xii) administration fees, costs and expenses; (xiii) premiums and other costs of D&O/E&O
and other insurance; (xiv) all regulatory and compliance fees, costs and expenses incurred in complying
with regulatory requirements that directly result from management of each Private Fund; (xv) fees for
attorneys, accountants, consultants and other professionals or experts; and (xvi) directors fees. Adviser
may, at its discretion, choose to pay or reimburse the Private Fund for all or any portion of such expenses.
In such event, Adviser may be reimbursed at a later date by the Private Fund for such expenses borne by
Adviser. For additional information regarding brokerage and execution fees, see Item 12 below.
Registered Investment Funds/UCITS
Each Sub-Advised Fund bears all expenses of its organization and operation, subject to certain expense
limitations, as described in its prospectus. Advisor pays all of the expenses that it incurs in connection
with its sub-advisory services under each Sub-Advised Fund Agreement, except for expenses incurred in
the purchase and sale of investments for the Sub-Advised Funds.
D. Refunds
If an investor in a Private Fund withdraws all or a portion of its account on a date other than the end of a
calendar quarter, any unearned portion of the management fee (calculated from the date of withdrawal to
the last day of the calendar quarter) paid at the beginning of the calendar quarter will be refunded by
Adviser to the investor at the same time as the payment of withdrawal proceeds.
E. Sales Compensation
Adviser will not receive sales commissions in connection with sales of interests in a Fund.